NEWCASTLE INVESTMENT CORP.
Common Stock
TERMS AGREEMENT
Dated: January 6, 2005
To: Newcastle Investment Corp.
1251 Avenue of the Americas
New York, New York 10020
Attention: Wesley R. Edens
Ladies and Gentlemen:
We understand that Newcastle Investment Corp., a corporation organized and
existing under the laws of Maryland (the "Company"), proposes to issue and sell
3,300,000 shares of common stock, set forth below (the "Underwritten
Securities"). Subject to the terms and conditions set forth or incorporated by
reference herein, the underwriter named below (the "Underwriter") offers to
purchase the number of Underwritten Securities (as such term is defined in the
Underwriting Agreement referred to below) set forth below opposite its name, at
the purchase price set forth below.
NUMBER
OF SHARES OF
UNDERWRITTEN
UNDERWRITER SECURITIES
----------- ------------
Wachovia Capital Markets, LLC 3,300,000
The Underwritten Securities shall have the following terms:
Title of Securities: Common Stock, $.01 par value per share
Number of Shares: 3,300,000
Public offering price per share: $29.6000
Purchase price per share: $29.2974
Number of Option Securities, if any, that may be purchased by the
Underwriter: 0
Delayed Delivery Contracts: Not Authorized
Additional co-managers, if any: None
Terms of Lock-up: As stated in section 3(a)(x) of the Underwriting Agreement,
during the period of 14 days from the date of the Prospectus
Supplement, the Company will not, directly or indirectly,
without the prior written consent of Wachovia Capital
Markets, LLC (a) issue, sell, offer or agree to sell, grant
any option for the sale of, pledge, make any short sale or
maintain any short position, establish or maintain a "put
equivalent position" (within the meaning of Rule 16-a-1(h)
under the 1934 Act), enter into any swap, derivative
transaction or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of
ownership of the Common Stock (whether any such transaction
is to be settled by delivery of Common Stock, other
securities, cash or other consideration) or otherwise
dispose of, any Common Stock (or any securities convertible
into, exercisable for or exchangeable for Common Stock) or
interest therein of the Company or of any of its
subsidiaries, other than the Company's sale of Shares
pursuant to this Agreement and the Company's issuance of
Common Stock (i) upon the exercise of presently outstanding
options; (ii) in connection with acquisitions by the Company
or a subsidiary, and (iii) the grant and exercise of options
under, or the issuance and sale of shares pursuant to,
employee stock option plans in effect on the date hereof or
(b) file a registration statement under the 1933 Act
registering shares of Common Stock (or any securities
convertible into, exercisable for or exchangeable for Common
Stock) or any interest in shares of Common Stock, except for
a registration statement on Form S-8 with respect to shares
of Common Stock issuable under the Newcastle Investment
Corp. Nonqualified Stock Option and Incentive Award Plan, as
amended from time to time.
At the time the Underwriting Agreement and this Agreement
are executed, Wachovia Capital Markets, LLC shall have
received a letter agreement from the Manager, Fortress
Principal Investment Holdings LLC ("FPIH"), Fortress
Principal Investment Holdings II LLC ("FPIH II") and
Fortress Investment Holdings LLC ("FIH"), and each director,
officer or related party of the Company and the Manager
designated by you and listed on Schedule II to the
Underwriting Agreement, substantially in the forms attached
thereto as Annex III and Annex IV, respectively.
Other terms: None
Closing date and location: January 12, 2005, 10:00 a.m.; Sidley Austin Brown
& Wood LLP, 787 Seventh Avenue, New York, New York
10019
All of the provisions contained in the Underwriting Agreement attached as Annex
A hereto are hereby incorporated by reference in their entirety herein and shall
be deemed to be a part of this Terms Agreement to the same extent as if such
provisions had been set forth in full herein. Terms defined in such document are
used herein as therein defined.
Please accept this offer no later than 7:00 P.M. (New York City time) on January
6, 2005 by signing a copy of this Terms Agreement in the space set forth below
and returning the signed copy to us.
Very truly yours,
WACHOVIA CAPITAL MARKETS, LLC
By: /s/ Mark Waxman
-----------------------------
Name: Mark Waxman
Title: Director
Accepted:
NEWCASTLE INVESTMENT CORP.
By: /s/ Kenneth Riis
------------------------------
Name: Kenneth Riis
Title: President
FORTRESS INVESTMENT GROUP LLC
By: /s/ Randal A. Nardone
------------------------------
Name: Randal A. Nardone
Title: Chief Operating Officer